Two notice periods apply: **14 days** where only ordinary resolutions are proposed, and **21 days** where a special resolution is to be considered. Getting this wrong invalidates the resolution, and the error is usually discovered by a bank or a buyer months later rather than at the meeting.
Notice of General Meeting
Convening, notice periods and proxies
Two notice periods apply: 14 days where only ordinary resolutions are proposed, and 21 days where a special resolution is to be considered. Getting this wrong invalidates the resolution, and the error is usually discovered by a bank or a buyer months later rather than at the meeting.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], UEN [UEN] |
| Type of meeting | [Annual general meeting / Extraordinary general meeting] |
| Resolutions proposed | [Ordinary only / Includes special] |
| Notice period required | [14 days — ordinary only / 21 days — special resolution proposed] |
| Notice dated | [DATE] |
| Notice despatched | [DATE] |
| Meeting date | [DATE] at [TIME] |
| Clear days between despatch and meeting | [NUMBER] — check the counting rule |
| Venue | [ADDRESS] [and by electronic means at ______] |
| Quorum required | [NUMBER] members present in person or by proxy |
| Proxies to be lodged by | [DATE], [TIME] |
Notice
[COMPANY NAME]
(UEN: [UEN]) (Incorporated in the Republic of Singapore)
NOTICE OF [ANNUAL / EXTRAORDINARY] GENERAL MEETING
NOTICE IS HEREBY GIVEN that the [Annual / an Extraordinary] General Meeting of [COMPANY NAME] will be held at [ADDRESS] [and by electronic means] on [DAY], [DATE] at [TIME] to transact the following business.
As ordinary business
1. To receive and adopt the financial statements of the Company for the financial year ended [DATE], together with the Directors’ Statement and the [Auditor’s Report / statement that the Company is exempt from audit].
2. To re-elect [NAME] as a director, who retires in accordance with the Constitution — or to confirm the appointment of a director appointed by the directors since the last general meeting; state which applies.
3. To re-appoint [NAME] as auditor of the Company and authorise the directors to fix their remuneration — or, where the Company is exempt from audit as a small company, to note that exemption instead.
4. To [approve directors’ fees of S$ ______ for the financial year ended ______ / declare a final dividend of S$ ______ per ordinary share].
As special business
To consider and, if thought fit, pass the following resolutions:
5. Ordinary resolution — [SUBJECT]
"THAT [SET OUT THE RESOLUTION IN FULL, IN THE EXACT WORDS TO BE VOTED ON]."
"THAT [SET OUT THE SPECIAL RESOLUTION IN FULL — for example, that the Constitution be amended as set out in the document tabled and initialled by the chairperson]."
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Ordinary resolutions require fourteen days’ notice; a meeting at which any special resolution is to be proposed requires twenty-one. The whole meeting takes the longer period — not just that item. Adding a constitutional amendment to an agenda already circulated on fourteen days invalidates the special resolution.
Notice periods are generally counted in **clear days**, excluding the day of service and the day of the meeting, and deemed service provisions in the constitution may add further days for post. Companies routinely count calendar days from despatch and fall a day or two short. Check the constitution’s service and counting rules.
A meeting may be held on shorter notice with the agreement of the prescribed majority of members. Those consents must be obtained **before** the meeting and kept with the minutes. Consents collected afterwards, to regularise a meeting already held, do not work.
The resolution must be stated in the notice in the words to be voted on, particularly for special resolutions. A notice describing the general subject and leaving the wording to the meeting is defective, and the resolution passed cannot be relied on.
A written resolution of members is available to private companies, and annual general meetings may be dispensed with. Many small companies convene meetings out of habit when a written resolution would serve. Decide which basis the company operates on and be consistent, because the annual return timing depends on it.
Where the company has an auditor, the auditor is entitled to receive notice of general meetings and to be heard on matters concerning them. Omitting the auditor from the circulation list is a common oversight in companies that have recently appointed one.
Special resolutions must be filed with the Registrar within the prescribed period, and consequential filings follow for constitutional amendments, name changes and capital alterations. A special resolution passed and never filed leaves the public record inconsistent with the company’s position.
Quorum comes from the constitution and is commonly two members present in person or by proxy, with a single-member company provided for separately. Record attendance and confirm quorum at the start; a meeting held without quorum decides nothing.
On a show of hands each member has one vote; on a poll votes follow shareholding. In a company with unequal holdings the result can differ entirely between the two. Know who may demand a poll under the constitution before the vote, not after a show of hands has produced an unexpected result.
Set the deadline in the notice, check proxies against the register of members, and record them. Accepting a late proxy because it seems fair to the member creates an argument about whether the vote was properly conducted.
A proxy form allowing for, against and abstain — rather than only appointing a proxy — lets members direct their vote without attending. It is better practice and avoids disputes about how a discretionary proxy was exercised.
Hybrid and virtual meetings are workable where the constitution permits a meeting at more than one place using technology giving members a reasonable opportunity to participate. Check the constitution, and set out the access and voting arrangements in the notice.
For anything beyond routine business, an explanatory note setting out what is proposed and why materially improves the quality of the decision and reduces the chance of a challenge. It costs a page.
Minutes should record attendance, quorum, declarations of interest, the resolutions in full, the voting method and the result. Minutes recording only that resolutions were passed are of no use to an auditor, a buyer or a court.
Reflects Singapore law current as of {{DATE OF USE}}. Notice periods, resolution thresholds, filing deadlines under the Companies Act 1967, and the rules on written resolutions and annual general meeting dispensation all change — have general meetings convened by a company secretary, particularly where a special resolution is involved.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.